2020 (9) TMI 361

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.... applicable provisions of the Companies Act, 2013 (the Act), to the Scheme of Amalgamation (the Scheme) of Ram Ratna Electricals Limited ("the Transferor Company/Non - Petitioner Company") with R R Kabel Limited ("the Transferee Company/Petitioner Company") and their respective shareholders. 2. The Court is convened through videoconference today. Heard the learned counsel for the Petitioner Company. No objector has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition. 3. The Counsel for the Petitioner Company submits that the Board of Directors of the Petitioner Company in their meeting on 24th September 2019 have approved the Scheme by passing Board Resolution. The Appo....

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.... in operations with optimum utilization of resources. Increased cost savings are expected to flow from focused operational efforts, rationalization, standardization and simplification of business processes and optimum utilization of human resources; (f) Reduction of overheads and other expenses, consolidation of operations under one roof and facilitate administrative convenience on account of reduction in number of entities and reduced regulatory compliance thereof; (g) Additional thrust to the combined entity in terms of proximity of manufacturing facilities enabling optimum use of the resources resulting in growth prospects and expansion plans; (h) Better financial, business and operational prospects including b....

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....ion 18th August, 2020 Response of the Petitioner Company a) In addition to compliance of AS-14 (IND AS-103) the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards such as AS-5(IND AS-8) etc; Apropos the observation of the Regional Director, Western Region, Mumbai, as stated in paragraph IV (a) of his report is concerned the Transferee Company / Petitioner Company undertakes that in addition to compliance of AS-14, (IND AS - 103) the Transferee Company will pass such Accounting entries which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such as AS-5 (IND AS- 8), to the extent....

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....pos the observation of the Regional Director, Western Region, Mumbai, as stated in paragraph IV (c) is concerned the Counsel for Petitioner confirms that the registered office of the Transferor Company is situated in the state of Gujarat, Ahmedabad and therefore, the Transferor Company falls within the jurisdiction of the Hon'ble NCLT, Ahmedabad Bench wherein the Scheme has already been approved vide order dated 22.07.2020. 8. The observations made by Regional Director and the clarifications and undertakings given by the Petitioner Company have been explained in Para 7 above. The undertakings filed by the Petitioner Company in response to the said report are accepted by this Tribunal. 9. From the material on record, the Scheme appears....